Exhibit 10.2
VIA EMAIL DELIVERY
Celina Mikolajczak
Dear Celina:
This letter confirms that your employment with QuantumScape Corporation and QuantumScape Battery Inc. (jointly the “Company”) is being terminated effective June 6, 2022 (the “Separation Date”). Your final paycheck, which includes payment for all of your accrued, but unused, paid time off, will be deposited directly into your designated bank account on the Separation Date.
Your health insurance benefits will continue until June 30, 2022. Thereafter, you will have the right to continue your health insurance benefits under COBRA. You will be receiving COBRA notices and other relevant forms under separate cover.
In exchange for your execution and non-revocation of the enclosed Separation Agreement and Release (the “Separation Agreement”), the Company has agreed to provide you with the consideration set forth therein. Please review the enclosed Separation Agreement carefully, and feel free to ask any questions or to consult with your own attorney. Should you decide not to sign the Separation Agreement or you timely revoke your execution, you will receive only your final paycheck, and not the severance benefits set forth in the Separation Agreement. If you do sign the Separation Agreement, please return the agreement to me no later than June 8, 2022.
In addition, regardless of whether you sign the Separation Agreement, you are required to continue to abide by the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Confidentiality Agreement”) that you signed. Another copy of this agreement is enclosed with this letter. Please note that nothing in the Confidentiality Agreement limits or prohibits you from engaging in any Protected Activity, as defined in the enclosed, proposed Separation Agreement.
You are required to return all Company property, including, but not limited to, confidential and proprietary information, on the last day of your employment (with the exception of the Company’s employee handbook and personnel records about yourself, which you may keep).
Thank you for your service to the Company, and we wish you the best of luck in the future.
Sincerely,
/s/Michael McCarthy
Michael McCarthy
Chief Legal Officer and Head of Corporate
Development
Enclosures:
California’s Programs for the Unemployed (Notice and DE 2320)
Notice to Employee of Change In Relationship
HIPP Notice
401(k) Termination Information
Confidentiality Agreement
Separation Agreement
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and among Celina Mikolajczak (“Employee”), QuantumScape Corporation and QuantumScape Battery Inc. (jointly the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RECITALS
WHEREAS, Employee was employed by the Company;
WHEREAS, Employee signed an offer letter with the Company on May 20, 2021 (the “Offer Letter”);
WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company on May 20, 2021 (the “Confidentiality Agreement”);
WHEREAS, Employee signed a Change in Control and Severance Agreement with the Company on May 20, 2021 (the “CIC Agreement”);
WHEREAS, Employee signed an Indemnification Agreement with the Company on April 12, 2021 (the “Indemnification Agreement”);
WHEREAS, the Company granted Employee the following equity awards: (i) 6,194 Restricted Stock Units on April 13, 2021 pursuant to Employee’s appointment as a non-employee member of the Company’s board of directors, all of which were unvested and terminated on May 21, 2021 upon Employee’s resignation from the board of directors to subsequently transition to full-time employment with the Company starting July 19, 2021, (ii) 85,251 Restricted Stock Units subject to a Restricted Stock Unit Agreement dated August 5, 2021 (the “Aug 2021 RSU Agreement”), (iii) a non-qualified option to purchase 839,913 shares of Class A Common Stock of the Company subject to a Stock Option Agreement dated December 16, 2021 (the “EPA Option Agreement”), (iv) 61,919 Restricted Stock Units subject to a Restricted Stock Unit Agreement dated February 17, 2022 (the “Feb 2022 RSU Agreement”), and (v) 123,839 Restricted Stock Units subject to a Restricted Stock Unit Agreement dated March 3, 2022 (the “Mar 2022 RSU Agreement”), in each foregoing case subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan (each defined equity agreement and the 2020 Equity Incentive Plan collectively referenced as the “Stock Agreements”);
WHEREAS, Employee separated from employment with the Company effective June 6, 2022 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all present disputes, claims, complaints, grievances, charges, actions, petitions, and demands that each Party may have against the other Party and that Employee may have against the other Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
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COVENANTS
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However, if a Releasee (other than the Company itself) initiates a lawsuit against Employee alleging claims that accrued prior to the Effective Date of this Agreement, then Employee’s release and waiver herein as to that Releasee only would become immediately void and of no effect for the purposes of Employee’s ability to defend herself against such suit or to assert counterclaims against such Releasee.
Further, none of the waivers and releases anywhere in this Agreement shall waive, release and/or limit in any way Employee’s (pre-existing only) rights to indemnification, duty to defend and to be held harmless by the Company and/or the Releasees from any source (e.g., common or statutory law, contract (e.g., the Indemnification Agreement), or other written commitment or insurance policy).
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The Company hereby and forever releases Employee, from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Company may possess against Employee arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement.
The Parties agree that the releases set forth in this Section shall be and remain in effect in all respects as complete general releases as to the matters released. These releases do not extend to any obligations incurred under this Agreement. These releases do not release claims that cannot be released as a matter of law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. These releases do not extend to any right Employee may have to unemployment compensation benefits.
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Each Party, being aware of said code section, agrees to expressly waive any rights that Party may have thereunder, as well as under any other statute or common law principles of similar effect.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
| CELINA MIKOLAJCZAK, an individual |
Dated: June 6, 2022, | /s/Celina Mikolajczak |
| Celina Mikolajczak |
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| QUANTUMSCAPE BATTERY INC. |
Dated: June 6, 2022, | By /s/Michael McCarthy |
| Michael McCarthy |
| Chief Legal Officer and Head of Corporate |
| Development |
| QUANTUMSCAPE CORPORATON |
Dated: June 6, 2022, | By /s/Michael McCarthy |
| Michael McCarthy |
| Chief Legal Officer and Head of Corporate |
| Development |
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EXHIBIT A
SCIENTIFIC ADVISORY BOARD AGREEMENT
[See Exhibit 10.3 to the Current Report on Form 10-Q filed on July 29, 2022]
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